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Annual & Special Corporate Meetings

Wien (euro adhoc) - May 20, 2011 - -

I. The ordinary shareholders´ meeting of Intercell AG for the
business year 2011 will take place on Friday, June 10, 2011,
at 2.00 p.m. at the Haus der Industrie (Großer Festsaal),
Schwarzenbergplatz 4, 1030 Vienna. The convocation to the
shareholders meeting was published on May 12, 2011. As of
today all documents for the preparation of the shareholders
meeting are published at the corporate seat of the Company. In
addition, these documents are freely available on the
Company´s website under
http://www.intercell.com/main/forinvestors/annual-general-meeting/
II. As of today, no shareholder has made use of the right to
require the inclusion of additional agenda items for the
general meeting (Section 109 Stock Corporation Act).
II. Regarding agenda item 5 and 6 the management board of the
Company herewith submits the following

Report of the Management Board to the Annual Shareholders´ Meeting

1. pursuant to Section 159 (3) Stock Corporation Act (granting of a new authorised conditional capital for stock options) and

1. General
1.1 The shareholders´ meeting to be held on 10 June 2011 shall resolve to
authorise the Management Board pursuant to section 159 para 3 Stock
Corporation Act to resolve on a conditional capital increase, with the
consent of the supervisory board, up to a amount of EUR 1,500,000.00
until 10 June 2011, in one or several tranches, for the purpose of
granting share options to employees, executives and members of the
management board of the Company or of an undertaking affiliated with
it. (authorised conditional capital 2011).
1.2 In addition, the shareholders´ meeting shall resolve on the grant of
stock options to members of the Supervisory Board. The shares
underlying the options shall be own shares held by the Company.
Therefore the Management Board submits the following report pursuant to
Section 98 (3) and Section 159 (2) (3) Stock Corporation Act.
2. Principles and incentives underlying the options for employees,
directors and members of the Management Board of the company or an
undertaking affiliated with it and the options for the Supervisory
Board
2.1 The underlying principle for the grant of the stock options is that
employees, directors and the members of the Management Board of the
Company or an undertaking affiliated with it as well as members of the
Supervisory Board substantially contribute to the increase in the value
of the Company and should therefore participate in the value creation
through the granting of stock options.
For employees, directors and members of the Management Board the
granting of stock options constitutes an incentive scheme that
contributes to the increase in the value of the Company. The granting
of stock options to employees is internationally common for biotech
companies and is in the opinion of the Management Board a necessary
retention instrument for employees and increases the attractiveness of
the Company as employer.
2.2 Hence, the Management Board shall be authorised pursuant to section 159
para 3 Stock Corporation Act to resolve on a conditional capital
increase, with the consent of the supervisory board, up to a amount of
EUR 1,500,000.00 until 10 June 2016, in one or several tranches, for
the purpose of granting share options to employees, executives and
members of the management board of the Company or of an undertaking
affiliated with it (authorised conditional capital 2011).
The resolution of the management board on the contingent capital
increase is subject to the approval of the supervisory board. The
management board has to publish a report according to section 159 para
3 in connection with para 2 number 3 Stock Corporation Act two weeks
prior of the approval by the supervisory board.
2.3 When resolving on the contingent capital increase the management board
and the supervisory board have to apply the following principles
(essential provisions of the ESOP 2011):
(i) Each beneficiary is entitled, subject to the detailed provisions of a
stock options agreement, which includes the provisions of the ESOP
2011, and subject to the payment of the strike price to convert one
option into one share. The strike price, i.e. the price which the
beneficiaries have to pay to the Company in order to exercise their
options, shall correspond to the last closing price of the Intercell
share prior to the resolution on the grant of options or prior to the
disclosure, if applicable, that is has to be published before such
resolution can be adopted.
(ii) The exercise of the options is subject to the achievement of an
exercise hurdle. The exercise hurdle is achieved if the closing price
of the Intercell share on the day prior to the start of an execution
window is at least 15 percent above the strike price.
(iii) The term of the options is 5 years and the options shall expire at the
end of the last execution window in the fifth year following the
calendar year in which the options were granted. 25% of the options
granted to the beneficiaries become exercisable in each of the second,
the third, the fourth and the fifth year following the year in which
the options were granted.
(iv) For options that are granted as special incentive, in particular in
connection with the engagement of new executive members the term for
the first exercise can be determined differently, provided that it
shall not end before the third year following the year in which the
options were granted. In case of a change of control through take over
of more than 50% of the voting rights of the Company all outstanding
options become exercisable with the effectiveness of the take over. In
any other case the options are only exercisable during the execution
windows.
(v) The execution windows are periods of up to four weeks each, determined
by the management board of the Company. An annual execution window
starts the day after every annual ordinary shareholder´s meeting during
the term of the options, in which the options may be exercised. The
management board may determine one or more additional execution windows
per year. Such additional windows shall not affect the term for the
first exercise of the options.
(vi) For options that replace existing stock options programs of acquired
enterprises, different terms can be agreed and resolved upon; such
terms have to be based on the terms of the replaced options.

(vii) The options are not transferable except for a transfer by death.

(viii) No lock-up period exists with respect to the shares received from
exercising the options.
3. Number and allocation of previously granted options
Until now, the following numbers of stock options have been granted to
members of the supervisory board, members of the management board,
executive employees and other employees (excluding options that have
been cancelled):
Beneficiaries Number of options
Members of the Supervisory Board
Michel Gréco (Chairman) 43,750
Ernst Afting 51,250
James R. Sulat 42,500
David Ebsworth 45,000
Hans Wigzell 45,000
Members of the Management Board
Thomas Lingelbach (Chairman) 450,000
Gerd Zettlmeissl (until 10 May, 2011) 160,000
Reinhard Kandera 272,000
Staph Bakali 150,000
Key employees 970,000
Other employees 277,000
Employees of subsidiaries 812,140
Total 3,318,640
4. Granting of options to members of the Supervisory Board
4.1 In general: The shareholders´ meeting to be held on 10 June 2011 shall
resolve on the grant of stock options to members of the supervisory
board. The shares underlying the options shall be own shares held by
the Company. Therefore the management board submits the following
report pursuant to Section 98 (3) and Section 159 (2) (3) Stock
Corporation Act.
4.2 Principles and Incentive: The Company could gain outstanding experts
from the vaccine and finance industry, who are all independent
according to the Austrian Code of Corporate Governance as members of
the Supervisory Board. In order to bind these persons to the Company,
it is necessary to provide an incentive system, which is linked to the
performance of the Company. A stock option agreement shall be concluded
between the Company and the members of the supervisory board, the
provisions of which shall correspond to those of the ESOP 2011 (see
above).
4.3 Now, to each member of the supervisory board, including the new members
elected by the Annual Shareholders´ Meeting on June 10, 2011, 10,000
(ten-thousand) stock options shall be granted.
4.4 The strike price, i.e. the price which the members of the Supervisory
Board have to pay to the Company in order to exercise their options,
shall be EUR 5,84 (the last closing price of the Intercell share prior
to the publication of this report). If the last closing share price
prior to the date of the resolution of the Annual Shareholders´ Meeting
is higher, such higher price shall be the strike price.

Vienna, May 2011 The Management Board

end of announcement euro adhoc
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